(vii) are attributable to the sale, assignment or other
 transfer (voluntary or involuntary) of all or part of
 any Indemnitee's interest in or to the Aircraft, any
 Engine or Part, this Agreement or any Transaction
 Document other than a sale, assignment or other transfer
 required by the terms of a Transaction Document, arising
 as a result of or otherwise in connection with an Event
 of Default or an Event of Loss or if requested by, or
 consented to, by Lessee; or

 (viii) are costs or expenses of entering into amendments to
 this Agreement and/or other Transaction Documents not
 required by the terms of a Transaction Document, and not
 requested by, or consented to, by Lessee.

 10.2 NOTIFICATION:

 Lessor shall promptly notify Lessee in writing of any matter for
 which Lessee is obligated to indemnify under this Clause 10 (each a
 "Claim"); provided, however, the delay or failure of Lessor to give
 notice to Lessee in accordance with this Clause 10.2 will not
 discharge or release Lessee from any of its indemnity obligations
 under Clause 10.1 except, and only to the extent, that such delay or
 failure was attributable to circumstances which were, given
 reasonable diligence, impractical or impossible for Lessor to avoid
 and results in a material increase in the amount which Lessee is
 required to indemnify, materially prejudices or precludes Lessee's
 right to defend any such Claim or results in material, additional
 obligations for Lessee in defending against any suit or proceeding
 relating to such matter.

 10.3 CONTEST: